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Guest Jeanne310

Removal of a Board Memeber

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Guest Jeanne310

Hello,

I have apparently been removed from the board of our organization. Our bylaws state the following for a board member to be removed.

10. Any elected Officer may be removed from office for failure to perform the functions of office but only by a vote of two/thirds of the remaining Board members. Not withstanding the foregoing, any elected officer shall automatically be removed from office if he/she shall fail to attend three of six Board meetings or three (3) consecutive Board meetings.

I have at all times performed the functions of my position. My only failure was to that I failed to agree with the other board members on just about everything. I was asked today to resign or be voted off of the board. I have since been removed from the Yahoo Group that we communicate through so I have no way to defend myself or even know what they can possibly say that I did in failing to perform the functions of my position. I was also not permitted to take part in a vote regarding my removal. What would be the best course of action in this situation?

Thank you.

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Hello,

I have apparently been removed from the board of our organization. Our bylaws state the following for a board member to be removed.

10. Any elected Officer may be removed from office for failure to perform the functions of office but only by a vote of two/thirds of the remaining Board members. Not withstanding the foregoing, any elected officer shall automatically be removed from office if he/she shall fail to attend three of six Board meetings or three (3) consecutive Board meetings.

I have at all times performed the functions of my position. My only failure was to that I failed to agree with the other board members on just about everything. I was asked today to resign or be voted off of the board. I have since been removed from the Yahoo Group that we communicate through so I have no way to defend myself or even know what they can possibly say that I did in failing to perform the functions of my position. I was also not permitted to take part in a vote regarding my removal. What would be the best course of action in this situation?

Thank you.

Assuming that they didn't hold a Board meeting without telling you prior to being removed from the Board there probably isn't anything you can do about getting back on the Board. However, two things you can do is to move to amend the bylaws to give the accused more rights so the Board can't just remove someone, and you can run for the Board again.

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Guest jeanne310

Assuming that they didn't hold a Board meeting without telling you prior to being removed from the Board there probably isn't anything you can do about getting back on the Board. However, two things you can do is to move to amend the bylaws to give the accused more rights so the Board can't just remove someone, and you can run for the Board again.

I received a phone call asking me to resign or be voted out and I stated I would not resign. I was not included in the process of removing me which would have been done through the Yahoo Group which I was taken out of. The board has not had any meetings other than communication in the Yahoo Group.

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I received a phone call asking me to resign or be voted out and I stated I would not resign. I was not included in the process of removing me which would have been done through the Yahoo Group which I was taken out of. The board has not had any meetings other than communication in the Yahoo Group.

If your bylaws do not specifically allow meetings via electronic means, you are not off the board. Look over your bylaws carefully.

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Guest Kadi

In this situation wouldn't the board have to come up with a list of exactly which functions weren't performed? The bylaws contain a detailed job description, so wouldn't the examples have to come from there? Or can that wording really be used to say "we don't like you, you don't agree with everything we want to do, so we are voting you out"?

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In this situation wouldn't the board have to come up with a list of exactly which functions weren't performed?

Not necessarily. It probably should be done and maybe it was but since Jeanne was removed from the Yahoo Group without having been given a chance to defend herself we don't know what they did do.

The bylaws contain a detailed job description

They should have a detailed job description but with the number of times that people have asked on this forum what a particular officer's duties are I've learned to not make that assumption.

Or can that wording really be used to say "we don't like you, you don't agree with everything we want to do, so we are voting you out"?

I doubt that was the intention but when people are determined enough to find a reason to do something they will find a reason even if that reason exists in their minds only.

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In this situation wouldn't the board have to come up with a list of exactly which functions weren't performed? The bylaws contain a detailed job description, so wouldn't the examples have to come from there?

Well, that would seem a likely suggestion. Whatever the "functions of office" that were not performed would likely be found in the section on Officers, detailing the duties and responsibilities of each officer. Otherwise, how would the Board know if they had not been performed? Of course, RONR includes some general duties as well, so it's hard to know what failures were noted. But there is much about this situation that is questionable, including meeting through Yahoo Groups as opposed to in person. A thorough review of the bylaws in their entirety seems necessary to be sure of all the subtleties.

Or can that wording really be used to say "we don't like you, you don't agree with everything we want to do, so we are voting you out"?

I doubt that was the intention but when people are determined enough to find a reason to do something they will find a reason even if that reason exists in their minds only.

Well, I'd say that was exactly their intention. But that's just me, of course. The OP clearly was at odds frequently with the rest of the board, and we know how that goes. :(

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Well, I'd say that was exactly their intention. But that's just me, of course.

Oh, I am sure that is the Board's intention. I meant that I doubt the intent of the language in the bylaws was that someone can get knocked off just because their viewpoint is in the minority.

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Guest jeanne310

Oh, I am sure that is the Board's intention. I meant that I doubt the intent of the language in the bylaws was that someone can get knocked off just because their viewpoint is in the minority.

Thank you so much everyone for the replies. I received an e-mail from the president stating that I had created a hostile environment on the board. They didn't give specifics, but I apparently did that by trying to get the board to adhere to the bylaws and not make any changes to our rules or polices that would lessen the integrity of the organization. So basically, they don't like me. :( I guess from here I will see where legal action will take me.

Thank you again.

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Thank you so much everyone for the replies. I received an e-mail from the president stating that I had created a hostile environment on the board. They didn't give specifics, but I apparently did that by trying to get the board to adhere to the bylaws and not make any changes to our rules or polices that would lessen the integrity of the organization. So basically, they don't like me. :( I guess from here I will see where legal action will take me.

Thank you again.

I would also take my case to the General Membership (if there is one) because I question whether they can just remove you from the Board in that way. Unless the bylaws say otherwise I think you had a right to know of any Board meeting and be able to participate in it until you are actually removed (though from what you said I would not give good odds that things would have went any differently even if you were told of the meeting). Even if things would not have changed the Membership should know about what is going on with their Board in case they want to do anything about it (such as electing new people or amending the bylaws to put discipline in the Membership's hands). Also, unless the bylaws allow for conducting business electronically it can't be done (RONR p. 2 footnote, p. 244[d], p. 255, pp. 408-409).

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I would also take my case to the General Membership (if there is one) because I question whether they can just remove you from the Board in that way. Unless the bylaws say otherwise I think you had a right to know of any Board meeting and be able to participate in it until you are actually removed (though from what you said I would not give good odds that things would have went any differently even if you were told of the meeting). Even if things would not have changed the Membership should know about what is going on with their Board in case they want to do anything about it (such as electing new people or amending the bylaws to put discipline in the Membership's hands). Also, unless the bylaws allow for conducting business electronically it can't be done (RONR p. 2 footnote, p. 244[d], p. 255, pp. 408-409).

Unfortunately a board member can only be removed by the board according to our bylaws. There is a policy about electronic communication that I will have to take a look at. I believe my only recourse is to go after them for being unfairly dismissed. It seems I have a lot of ammunition.

Thank you!

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